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NOTICE  OF  CONFIDENTIALITY  RIGHTS:  IF  YOU  ARE  A  NATURAL  PERSON,  YOU  MAY 
REMOVE  OR  STRIKE  ANY  OR  ALL  OF  THE  FOLLOWING  INFORMATION  FROM  ANY 
INSTRUMENT  THAT  TRANSFERS  AN  INTEREST  IN  REAL  PROPERTY  BEFORE  IT  IS  FILED 
FOR  RECORD  IN  THE  PUBLIC  RECORDS:  YOUR  SOCIAL  SECURITY  NUMBER  OR  YOUR 
DRIVER'S  LICENSE  NUMBER. 

Producers  88  (4-89)  —  Paid  Up 
With  640  Acres  Pooling  Provision 

STANDARD  LEASE   


PAID  UP  OIL  AND  GAS  LEASE 
(No  Surface  Use) 


THIS  LEASE  AGREEMENT  is  made  this  6TH  day  of  MARCH,  2010,  by  and  between  ELIZABETH  R.  KEEN,  A  SINGLE  WOMAN  whose  address 
is  5629  SANTA  FE  TRAIL.  FORT  WORTH,  TEXAS  76148.  as  Lessor,  and  DALE  PROPERTY  SERVICES.  L.L.C..  2100  Ross  Avenue.  Suite  1870 
Dallas  Texas  75201  .  as  Lessee.  All  printed  portions  of  this  lease  were  prepared  by  the  party  hereinabove  named  as  Lessee,  but  all  other  provisions  (including  the 
completion  of  blank  spaces)  were  prepared  jointly  by  Lessor  and  Lessee. 

1 .  In  consideration  of  a  cash  bonus  in  hand  paid  and  the  covenants  herein  contained,  Lessor  hereby  grants,  leases  and  lets  exclusively  to  Lessee  the  following  described 
land,  hereinafter  called  leased  premises: 

.202  ACRES  OF  LAND,  MORE  OR  LESS,  BEING  LOT  29.  BLOCK  3.  OUT  OF  THE  TRAILS.  PHASE  I.  AN  ADDITION  TO  THE 
CITY  OF  HALTOM  CITY.  TARRANT  COUNTY.  TEXAS.  BEING  MORE  PARTICULARLY  DESCRIBED  BY  METES  AND  BOUNDS 
IN  THAT  CERTAIN  PLAT  RECORDED  IN  VOLUME  388-143.  PAGE  4  OF  THE  PLAT  RECORDS  OF  TARRANT  COUNTY,  TEXAS. 

in  the  county  of  TARRANT,  State  of  TEXAS,  containing  .202  gross  acres,  more  or  less  (including  any  interests  therein  which  Lessor  may  hereafter  acquire  by  reversion, 
prescription  or  otherwise),  for  the  purpose  of  exploring  for,  developing,  producing  and  marketing  oil  and  gas,  along  with  all  hydrocarbon  and  non  hydrocarbon  substances 
produced  in  association  therewith  (including  geophysical/seismic  operations).  The  term  "gas"  as  used  herein  includes  helium,  carbon  dioxide  and  other  commercial  gases,  as 
well  as  hydrocarbon  gases.  In  addition  to  the  above-described  leased  premises,  this  lease  also  covers  accretions  and  any  small  strips  or  parcels  of  land  now  or  hereafter 
owned  by  Lessor  which  are  contiguous  or  adjacent  to  the  above-described  leased  premises,  and,  in  consideration  of  the  aforementioned  cash  bonus,  Lessor  agrees  to 
execute  at  Lessee's  request  any  additional  or  supplemental  instruments  for  a  more  complete  or  accurate  description  of  the  land  so  covered.  For  the  purpose  of  determining 
the  amount  of  any  shut-in  royalties  hereunder,  the  number  of  gross  acres  above  specified  shall  be  deemed  correct,  whether  actually  more  or  less. 

2.  This  lease,  which  is  a  "paid-up"  lease  requiring  no  rentals,  shall  be  in  force  for  a  primary  term  of  FIVE  (5)  years  from  the  date  hereof,  and  for  as  long  thereafter  as  oil 
or  gas  or  other  substances  covered  hereby  are  produced  in  paying  quantities  from  the  leased  premises  or  from  lands  pooled  therewith  or  this  lease  is  otherwise  maintained  in 
effect  pursuant  to  the  provisions  hereof. 

3.  Royalties  on  oil,  gas  and  other  substances  produced  and  saved  hereunder  shall  be  paid  by  Lessee  to  Lessor  as  follows:  (a)  For  oil  and  other  liquid  hydrocarbons 
separated  at  Lessee's  separator  facilities,  the  royalty  shall  be  TWENTY  FIVE  PERCENT  (25)%  of  such  production,  to  be  delivered  at  Lessee's  option  to  Lessor  at 
the  wellhead  or  to  Lessor's  credit  at  the  oil  purchaser's  transportation  facilities,  provided  that  Lessee  shall  have  the  continuing  right  to  purchase  such  production  at  the 
wellhead  market  price  then  prevailing  in  the  same  field  (or  if  there  is  no  such  price  then  prevailing  in  the  same  field,  then  in  the  nearest  field  in  which  there  is  such  a  prevailing 
price)  for  production  of  similar  grade  and  gravity;  (b)  for  gas  (including  casing  head  gas)  and  all  other  substances  covered  hereby,  the  royalty  shall  be  TWENTY  FIVE 
PERCENT  (25)%  of  the  proceeds  realized  by  Lessee  from  the  sale  thereof,  less  a  proportionate  part  of  ad  valorem  taxes  and  production,  severance,  or  other  excise  taxes 
and  the  costs  incurred  by  Lessee  in  delivering,  processing  or  otherwise  marketing  such  gas  or  other  substances,  provided  that  Lessee  shall  have  the  continuing  right  to 
purchase  such  production  at  the  prevailing  wellhead  market  price  paid  for  production  of  similar  quality  in  the  same  field  (or  if  there  is  no  such  price  then  prevailing  in  the  same 
field,  then  in  the  nearest  field  in  which  there  is  such  a  prevailing  price)  pursuant  to  comparable  purchase  contracts  entered  into  on  the  same  or  nearest  preceding  date  as  the 
date  on  which  Lessee  commences  its  purchases  hereunder;  and  (c)  if  at  the  end  of  the  primary  term  or  any  time  thereafter  one  or  more  wells  on  the  leased  premises  or  lands 
pooled  therewith  are  capable  of  either  producing  oil  or  gas  or  other  substances  covered  hereby  in  paying  quantities  or  such  wells  are  waiting  on  hydraulic  fracture  stimulation, 
but  such  well  or  wells  are  either  shut-in  or  production  there  from  is  not  being  sold  by  Lessee,  such  well  or  wells  shall  nevertheless  be  deemed  to  be  producing  in  paying 
quantities  for  the  purpose  of  maintaining  this  lease.  If  for  a  period  of  90  consecutive  days  such  well  or  wells  are  shut-in  or  production  there  from  is  not  being  sold  by  Lessee 
then  Lessee  shall  pay  shut-in  royalty  of  one  dollar  per  acre  then  covered  by  this  lease,  such  payment  to  be  made  to  Lessor  or  to  Lessor's  credit  in  the  depository  designated 
below  on  or  before  the  end  of  said  90-day  period  and  thereafter  on  or  before  each  anniversary  of  the  end  of  said  90-day  period  while  the  well  or  wells  are  shut-in  or 
production  there  from  is  not  being  sold  by  Lessee;  provided  that  if  this  lease  is  otherwise  being  maintained  by  operations,  or  if  production  is  being  sold  by  Lessee  from  another 
well  or  wells  on  the  leased  premises  or  lands  pooled  therewith,  no  shut-in  royalty  shall  be  due  until  the  end  of  the  90-day  period  next  following  cessation  of  such  operations  or 
production  Lessee's  failure  to  properly  pay  shut-in  royalty  shall  render  Lessee  liable  for  the  amount  due,  but  shall  not  operate  to  terminate  this  lease. 

4  All  shut-in  royalty  payments  under  this  lease  shall  be  paid  or  tendered  to  Lessor  or  to  Lessor's  credit  in  at  lessor's  address  above  or  its  successors, 
which  shall  be  Lessor's  depository  agent  for  receiving  payments  regardless  of  changes  in  the  ownership  of  said  land.  All  payments  or  tenders  may  be  made  in  currency  or  by 
check  or  by  draft  and  such  payments  or  tenders  to  Lessor  or  to  the  depository  by  deposit  in  the  US  Mails  in  a  stamped  envelope  addressed  to  the  depository  or  to  the  Lessor 
at  the  last  address  known  to  Lessee  shall  constitute  proper  payment.  If  the  depository  should  liquidate  or  be  succeeded  by  another  institution,  or  for  any  reason  fail  or  refuse 
to  accept  payment  hereunder,  Lessor  shall,  at  Lessee's  request,  deliver  to  Lessee  a  proper  recordable  instrument  naming  another  institution  as  depository  agent  to  receive 

payments^  ^  provided  for  ln  Paragraph  3.  above,  if  Lessee  drills  a  well  which  is  incapable  of  producing  in  paying  quantities  (hereinafter  called  "dry  hole")  on  the  leased 
premises  or  lands  pooled  therewith,  or  if  all  production  (whether  or  not  in  paying  quantities)  permanently  ceases  from  any  cause,  including  a  revisior of  unittoundanM 
pursuant  to  the  provisions  of  Paragraph  6  or  the  action  of  any  governmental  authority,  then  in  the  event  this  lease  ,s  not  otherw.se  being  mainta  ned in  force  1 t  shaH 
nevertheless  remain  in  force  if  Lessee  commences  operations  for  reworking  an  existing  well  or  for  drilling  an  additional  well  or  for  «^l^IK*(S 
on  the  leased  premises  or  lands  pooled  therewith  within  90  days  after  completion  of  operations  on  such  dry  hole  or  within  ^^^^^^l^'^l^ 
the  end  of  the  primary  term,  or  at  any  time  thereafter,  this  lease  is  not  otherwise  being  maintained  in  force  but  Lessee  is  then  engaged  '"  drilling  rew0  king lorany. tfher 
operations  reasonably  calculated  to  obtain  or  restore  production  there  from,  this  lease  shall  remain  in  force  so  long  as  any  one  °r  more  on 

no  cessation  of  more  than  90  consecutive  days,  and  if  any  such  operations  result  in  the  production  of  oil  or  gas  or  o  her  QLn«Bes  hereunder 

there  is  production  in  paying  quantities  from  the  leased  premises  or  lands  pooled  therewith.  After  completion  of  a  well  capable  of  producing  in  paying  quantities  hereunder 
^.K^'affifwrtls  on  the  leased  premises  or  lands  pooled  therewith  as  a  reasonably  prudent  operator  would  <^^^^^^^^Z 
to  (a)  develop  the  leased  premises  as  to  formations  then  capable  of  producing  in  paying  quantities  on  the  leasee I  premises  or glands pooled  M or  <g  toJ«*K*  *» 
leased  premises  from  uncompensated  drainage  by  any  well  or  wells  located  on  other,  lands  not  pooled  therewith.  There  shall  be  no  covenant  to  drill  exploratory  wells  or  any 

adT  ZT&TSt  MESUn  to  poo,  a„  or  any  part  of  the  leased  premises  or  interest  therein  with  any  f*^™^  - 
depths  or  zones,  and  as  to  any  or  all  substances  covered  by  this  lease,  either  before  or  after  the  commencement  ^P"?^10^ 

proper  to  do  so  in  order  to  prudently  develop  or  operate  the  leased  premises,  whether  or  not  similar  pooling  authority  exists  with  respect  to 1  such otter  land .or  '"'crests.  The 
unit  formed  by  such  pooling  for  an  oil  well  which  is  not  a  horizontal  completion  shall  not  exceed  80  acres  plus  a  maximum  acreage  tolerance  of  10%,  a nd  for  a  9a *  weN  °r  a 
horizontal  completion  shall  not  exceed  640  acres  plus  a  maximum  acreage  tolerance  of  10%;  provided  that  a  larger  unit  may  be  forme tor  an  0 '  ^»  or  gas  wel  or  hor^ntal 
completion  to  conform  to  any  well  spacing  or  density  pattern  that  may  be  prescribed  or  permitted  by  any  governmental  a^°"^^J^^  d°  -^n  Ifm™  so 
of  the  foregoing,  the  terms  "oil  well"  and  "gas  well"  shall  have  the  meanings  prescribed  by  applicable  law  or  the  appropriate  877^^^.**^  cubic 
prescribed"oil  well"  means  a  well  with  an  initial  gas-oil  ratio  of  less  than  100,000  cubic  feet  per  barrel  and  "gas  well"  means  a  we,l  w,t an , nit «  9^0,  ra  , of  W00C cubic 
feet  or  more  per  barrel,  based  on  24-hour  production  test  conducted  under  normal  producing  cond.tions  using  standard  ease  separator  ac i  t  es  or  equ va  en  es  ng 
equipment  and  the  term  "horizontal  completion"  means  an  oil  well  in  which  the  horizontal  component  of  the  gross  completion  interval  in  faclllties  or  e^'va  ent  «*"8 
equipment!  and  the  term  "horizontal  common"  means  an  oi,  well  in  which  the  horizontal  component  of  the  gross ,  co^letion  inter*  ^^^X^PS 
component  thereof.  In  exercising  its  pooling  rights  hereunder,  Lessee  shall  file  of  record  a  written  declaration  descrying  the . u",*^(?t^ni? it  were  oroducUon  drilhng  or 
Production,  drilling  or  reworking  operations  anywhere  on  a  unit  which  includes  all  or  any  part  of  the  leased  premises  shall nJfJ^  "  ^™^u^ 
reworking  operations  on  the  leased  premises,  except  that  the  production  on  which  Lessor's  royaKy  is  calculated  shall  be  that  proportion of ""rt^*£J 
net  acreage  covered  by  this  lease  and  included  in  the  unit  bears  to  the  total  gross  acreage  in  the  unit,  but  only  to  the  extent  such  proport or, 10  r ""2™,*™""° 
Lessee  Pooling  in  one'or  more  instances  shall  not  exhaust  Lessee's  pooling  rights  hereunder,  and  Lessee  shall  have  the  ^^^^^^^^^ 
unit  formed  hereunder  by  expansion  or  contraction  or  both,  either  before  or  after  commencement  of  production,  in  order  to  conform ,  to  the  ^' *"™J^^0S^ 
prescribed  or  permitted  by  the  governmental  authority  having  jurisdiction,  or  to  conform  to  any  productive  acreage  ^«abw •  rnaetoby  s"f.^^^^°^Z 
making  such  a  revision,  Lessee  shall  file  of  record  a  written  declaration  describing  the  revised  unit  and  stating  the  effective  date  of  revis wn  J°  £e  exte ^ 
leased  premises  is  included  in  or  excluded  from  the  unit  by  virtue  of  such  revision,  the  proportion  of  unit  production  <^^.t°^^^^^^^S^ 
be  adjusted  accordingly.  In  the  absence  of  production  in  paying  quantities  from  a  unit,  or  upon  permanent  cessation  thereof,  Lessee  may  te irminat e  the  unit  by  filing 
a  written  declaration  describing  the  unit  and  stating  the  date  of  termination.  Pooling  hereunder  shall  not  constitute  a"^^>^^^^  for  any  well  on  any  part 
7.  If  Lessor  owns  less  than  the  full  mineral  estate  in  all  or  any  part  of  the  leased  premises,  the  royal  les  and  shut- "  "^^"^J^^?  *I  full  Ineral  estate  in 
of  the  leased  premises  or  lands  pooled  therewith  shall  be  reduced  to  the  proportion  that  Lessor's  interest  in  such  part  of  the  leased  premises  bears  to  the  full  mineral  estate 

SUTThT"of  ertherussor  or  Lessee  hereunder  may  be  assigned,  devised  or  otherwise  transferred  in  whole  or  in  part  by 'ares ,  and/or -by  depth ,  or  zone,  and  the 
rights  and  obligations  of  the  parties  hereunder  shall  extend  to  their  respective  heirs,  devisees,  executors  administrators,  successor  and  assigns^  ^0  change  ,n  Lessor  s 
ownership  shall  have  the  effect  of  reducing  the  rights  or  enlarging  the  obligations  of  Lessee  hereunder,  and  no  change  in  ownership  shall  be  binding  on  Lessee  until  60  days 


Page  2  of  3 


after  Lessee  has  been  furnished  the  original  or  certified  or  duly  authenticated  copies  of  the  documents  establishing  such  change  of  ownership  to  the  satisfaction  of  Lessee  or 
until  Lessor  has  satisfied  the  notification  requirements  contained  in  Lessee's  usual  form  of  division  order.  In  the  event  of  the  death  of  any  person  entitled  to  shut-in  royalties 
hereunder,  Lessee  may  pay  or  tender  such  shut-in  royalties  to  the  credit  of  decedent  or  decedent's  estate  in  the  depository  designated  above.  If  at  any  time  two  or  more 
persons  are  entitled  to  shut-in  royalties  hereunder,  Lessee  may  pay  or  tender  such  shut-in  royalties  to  such  persons  or  to  their  credit  in  the  depository,  either  jointly  or 
separately  in  proportion  to  the  interest  which  each  owns.  If  Lessee  transfers  its  interest  hereunder  in  whole  or  in  part  Lessee  shall  be  relieved  of  all  obligations  thereafter 
arising  with  respect  to  the  transferred  interest,  and  failure  of  the  transferee  to  satisfy  such  obligations  with  respect  to  the  transferred  interest  shall  not  affect  the  rights  of 
Lessee  with  respect  to  any  interest  not  so  transferred.  If  Lessee  transfers  a  full  or  undivided  interest  in  all  or  any  portion  of  the  area  covered  by  this  lease,  the  obligation  to 
pay  or  tender  shut-in  royalties  hereunder  shall  be  divided  between  Lessee  and  the  transferee  in  proportion  to  the  net  acreage  interest  in  this  lease  then  held  by  each. 

9.  Lessee  may,  at  any  time  and  from  time  to  time,  deliver  to  Lessor  or  file  of  record  a  written  release  of  this  lease  as  to  a  full  or  undivided  interest  in  all  or  any  portion  of 
the  area  covered  by  this  lease  or  any  depths  or  zones  there  under,  and  shall  thereupon  be  relieved  of  all  obligations  thereafter  arising  with  respect  to  the  interest  so  released. 
If  Lessee  releases  all  or  an  undivided  interest  in  less  than  all  of  the  area  covered  hereby,  Lessee's  obligation  to  pay  or  tender  shut-in  royalties  shall  be  proportionately  reduced 
in  accordance  with  the  net  acreage  interest  retained  hereunder. 

10.  In  exploring  for,  developing,  producing  and  marketing  oil,  gas  and  other  substances  covered  hereby  on  the  leased  premises  or  lands  pooled  or  unitized  herewith,  in 
primary  and/or  enhanced  recovery,  Lessee  shall  have  the  right  of  ingress  and  egress  along  with  the  right  to  conduct  such  operations  on  the  leased  premises  as  may  be 
reasonably  necessary  for  such  purposes,  including  but  not  limited  to  geophysical  operations,  the  drilling  of  wells,  and  the  construction  and  use  of  roads,  canals,  pipelines, 
tanks,  water  wells,  disposal  wells,  injection  wells,  pits,  electric  and  telephone  lines,  power  stations,  and  other  facilities  deemed  necessary  by  Lessee  to  discover,  produce, 
store,  treat  and/or  transport  production.  Lessee  may  use  in  such  operations,  free  of  cost,  any  oil,  gas,  water  and/or  other  substances  produced  on  the  leased  premises, 
except  water  from  Lessor's  wells  or  ponds.  In  exploring,  developing,  producing  or  marketing  from  the  leased  premises  or  lands  pooled  therewith,  the  ancillary  rights  granted 
herein  shall  apply  (a)  to  the  entire  leased  premises  described  in  Paragraph  1  above,  notwithstanding  any  partial  release  or  other  partial  termination  of  this  lease;  and  (b)  to  any 
other  lands  in  which  Lessor  now  or  hereafter  has  authority  to  grant  such  rights  in  the  vicinity  of  the  leased  premises  or  lands  pooled  therewith.  When  requested  by  Lessor  in 
writing,  Lessee  shall  bury  its  pipelines  below  ordinary  plow  depth  on  cultivated  lands.  No  well  shall  be  located  less  than  200  feet  from  any  house  or  barn  now  on  the  leased 
premises  or  other  lands  used  by  Lessee  hereunder,  without  Lessor's  consent,  and  Lessee  shall  pay  for  damage  caused  by  its  operations  to  buildings  and  other  improvements 
now  on  the  leased  premises  or  such  other  lands,  and  to  commercial  timber  and  growing  crops  thereon.  Lessee  shall  have  the  right  at  any  time  to  remove  its  fixtures, 
equipment  and  materials,  including  well  casing,  from  the  leased  premises  or  such  other  lands  during  the  term  of  this  lease  or  within  a  reasonable  time  thereafter. 

1 1 .  Lessee's  obligations  under  this  lease,  whether  express  or  implied,  shall  be  subject  to  all  applicable  laws,  rules,  regulations  and  orders  of  any  governmental  authority 
having  jurisdiction  including  restrictions  on  the  drilling  and  production  of  wells,  and  the  price  of  oil,  gas,  and  other  substances  covered  hereby.  When  drilling,  reworking, 
production  or  other  operations  are  prevented  or  delayed  by  such  laws,  rules,  regulations  or  orders,  or  by  inability  to  obtain  necessary  permits,  equipment,  services,  material, 
water,  electricity,  fuel,  access  or  easements,  or  by  fire,  flood,  adverse  weather  conditions,  war,  sabotage,  rebellion,  insurrection,  riot,  strike  or  labor  disputes,  or  by  inability  to 
obtain  a  satisfactory  market  for  production  or  failure  of  purchasers  or  carriers  to  take  or  transport  such  production,  or  by  any  other  cause  not  reasonably  within  Lessee's 
control,  this  lease  shall  not  terminate  because  of  such  prevention  or  delay,  and  at  Lessee's  option,  the  period  of  such  prevention  or  delay  shall  be  added  to  the  term  hereof. 
Lessee  shall  not  be  liable  for  breach  of  any  express  or  implied  covenants  of  this  lease  when  drilling,  production  or  other  operations  are  so  prevented,  delayed  or  interrupted. 

12.  In  the  event  that  Lessor,  during  the  primary  term  of  this  lease,  receives  a  bona  fide  offer  which  Lessor  is  willing  to  accept  from  any  party  offering  to  purchase  from 
Lessor  a  lease  covering  any  or  all  of  the  substances  covered  by  this  lease  and  covering  all  or  a  portion  of  the  land  described  herein,  with  the  lease  becoming  effective  upon 
expiration  of  this  lease,  Lessor  hereby  agrees  to  notify  Lessee  in  writing  of  said  offer  immediately,  including  in  the  notice  the  name  and  address  of  the  offeror,  the  price  offered 
and  all  other  pertinent  terms  and  conditions  of  the  offer.  Lessee,  for  a  period  of  fifteen  days  after  receipt  of  the  notice,  shall  have  the  prior  and  preferred  right  and  option  to 
purchase  the  lease  or  part  thereof  or  interest  therein,  covered  by  the  offer  at  the  price  and  according  to  the  terms  and  conditions  specified  in  the  offer. 

13.  No  litigation  shall  be  initiated  by  Lessor  with  respect  to  any  breach  or  default  by  Lessee  hereunder,  for  a  period  of  at  least  90  days  after  Lessor  has  given  Lessee 
written  notice  fully  describing  the  breach  or  default,  and  then  only  if  Lessee  fails  to  remedy  the  breach  or  default,  within  such  period.  In  the  event  the  matter  is  litigated  and 
there  is  a  final  judicial  determination  that  a  breach  or  default  has  occurred,  this  lease  shall  not  be  forfeited  or  canceled  in  whole  or  in  part  unless  Lessee  is  given  a  reasonable 
time  after  said  judicial  determination  to  remedy  the  breach  or  default  and  Lessee  fails  to  do  so. 

14.  For  the  same  consideration  recited  above,  Lessor  hereby  grants,  assigns  and  conveys  unto  Lessee,  its  successors  and  assigns,  a  perpetual  subsurface  well  bore 
easement  under  and  through  the  leased  premises  for  the  placement  of  well  bores  (along  routes  selected  by  Lessee)  from  oil  or  gas  wells  the  surface  locations  of  which  are 
situated  on  other  tracts  of  land  and  which  are  not  intended  to  develop  the  leased  premises  or  lands  pooled  therewith  and  from  which  Lessor  shall  have  no  right  to  royalty  or 
other  benefit.  Such  subsurface  well  bore  easements  shall  run  with  the  land  and  survive  any  termination  of  this  lease. 

16.  Lessor  hereby  warrants  and  agrees  to  defend  title  conveyed  to  Lessee  hereunder,  and  agrees  that  Lessee  at  Lessee's  option  may  pay  and  discharge  any  taxes, 
mortgages  or  liens  existing,  levied  or  assessed  on  or  against  the  leased  premises.  If  Lessee  exercises  such  option,  Lessee  shall  be  subrogated  to  the  rights  of  the  party  to 
whom  payment  is  made,  and,  in  addition  to  its  other  rights,  may  reimburse  itself  out  of  any  royalties  or  shut-in  royalties  otherwise  payable  to  Lessor  hereunder.  In  the  event 
Lessee  is  made  aware  of  any  claim  inconsistent  with  Lessor's  title,  Lessee  may  suspend  the  payment  of  royalties  and  shut-in  royalties  hereunder,  without  interest,  until 
Lessee  has  been  furnished  satisfactory  evidence  that  such  claim  has  been  resolved. 

16.  Notwithstanding  anything  contained  to  the  contrary  in  this  lease,  Lessee  shall  not  have  any  rights  to  use  the  surface  of  the  leased  premises  for  drilling  or  other 
operations. 

17.  This  lease  may  be  executed  in  counterparts,  each  of  which  is  deemed  an  original  and  all  of  which  only  constitute  one  original. 

DISCLAIMER  OF  REPRESENTATIONS:  Lessor  acknowledges  that  oil  and  gas  lease  payments,  in  the  form  of  rental,  bonus  and  royalty,  are  market  sensitive  and  may 
vary  depending  on  multiple  factors  and  that  this  Lease  is  the  product  of  good  faith  negotiations.  Lessor  understands  that  these  lease  payments  and  terms  are  final  and 
that  Lessor  entered  into  this  lease  without  duress  or  undue  influence.  Lessor  recognizes  that  lease  values  could  go  up  or  down  depending  on  market  conditions.  Lessor 
acknowledges  that  no  representations  or  assurances  were  made  in  the  negotiation  of  this  lease  that  Lessor  would  get  the  highest  price  or  different  terms  depending  on 
future  market  conditions.  Neither  party  to  this  lease  will  seek  to  alter  the  terms  of  this  transaction  based  upon  any  differing  terms  which  Lessee  has  or  may  negotiate 
with  any  other  lessors/oil  and  gas  owners. 

IN  WITNESS  WHEREOF,  this  lease  is  executed  to  be  effective  as  of  the  date  first  written  above,  but  upon  execution  shall  be  binding  on  the  signatory  and  the  signatory's 
heirs,  devisees,  executors,  administrators,  successors  and  assigns,  whether  or  not  this  lease  has  been  executed  by  all  parties  hereinabove  named  as  Lessor. 

LESSOR  (WHETHER  ONE  OR  MORE) 


Signature: 


Printed  Name: 


* 


Notary  Public,  State  of  Texas 
Notary's  name  (printed): 
Notary's  commission  expires: 


ACKNOWLEDGMENT 


STATE  OF  TEXAS 
COUNTY  OF  TARRANT 

This  instrument  was  acknowledged  before  me  on  the 


day  of 


.,  2010,  by 


Notary  Public,  State  of  Texas 
Notary's  name  (printed): 
Notary's  commission  expires: 


CORPORATE  ACKNOWLEDGMENT 


corporation,  on  behalf  of  said  corporation. 


on  the  day  of 


.,  2010,  by. 


of 


Notary  Public,  State  of  Texas 
Notary's  name  (printed): 
Notary's  commission  expires: 


Page  3  of  3 


SUZANNE  HENDERSON 


COUNTY  CLERK 


1 00  West  Weatherford  Fort  Worth,  TX  761 96-0401 
PHONE  (81 7)  884-1195 


DALE  RESOURCES 
ATTN;  ANN  VANDENBERG 
2100  ROSS  AVE  STE  1870  LB-9 
DALLAS,  TX  75201 


Submitter:    DALE  RESOURCES  LLC 


DO  NOT  DESTROY 
WARNING  -  THIS  IS  PART  OF  THE  OFFICIAL  RECORD. 


Filed  For  Registration:     3/1 1/2010  3:58  PM 
Instrument*:     D21 0054440 

LSE  3 


PGS 


$20.00 


By: 


D21 0054440 


ANY  PROVISION  WHICH  RESTRICTS  THE  SALE,  RENTAL  OR  USE  OF  THE  DESCRIBED  REAL  PROPERTY 
BECAUSE  OF  COLOR  OR  RACE  IS  INVALID  AND  UNENFORCEABLE  UNDER  FEDERAL  LAW. 


Prepared  by:  CAMADDOCK